Check the appropriate box below if the Form 8-K filing is intended
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A.2. below):

¨

Written communications pursuant to Rule 425 under the Securities Act of 1933 (17 CFR 230.425)

Effective April 15, 2014, Lixte Biotechnology
Holdings, Inc. (the “Company”) received notices from certain of its warrant holders of the exercise of warrants (the
“Warrants”) to purchase an aggregate of 3,900,000 shares of the Company’s common stock (the “Shares”)
at exercise prices of $0.25-$0.375. In connection with such exercises, the Company received or will receive an aggregate amount
of $1,412,500. No commissions were paid to any party.

The Shares, when issued, will not be registered
under the Securities Act of 1933, as amended (the “Act”) in reliance upon the exemption from registration contained
in Section 4(a)(2) of the Act and Regulation D promulgated thereunder. The Shares may not be reoffered or sold in the United States
by the holders in the absence of an effective registration statement or exemption from the registration requirements of the Act.

The Company intends to use the proceeds
from the exercise of the Warrants to pay for its ongoing clinical trial, maintenance of its patient portfolio and for general corporate
purposes.

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